12.10 Lily Sunder Has Some Regrets

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Title Lily Sunder Has Some Regrets
Episode # Season 12, Episode 10
First aired February 2, 2017
Directed by Thomas J. Wright
Written by Steve Yockey
On IMDB Lily Sunder Has Some Regrets
Outline Because Castiel's old angel garrison killed Lily Sunder's family, she now seeks revenge on all those involved after over a century of waiting. Sam and Dean must stop her before she makes Castiel her next victim.
Monster Ishim
Location(s) Lebanon, Kansas
Orono, Maine (1901)
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A woman plays Rampage at a video arcade. The bartender tells her she has until he returns from taking out the trash to finish playing. When he leaves, Lily Sunder interrupts her game. She goads the player into a confrontation, wherein she calls her “Benjamin,” an angel. Benjamin doesn’t recognize her, and moves to attack, but Lily proves she is immune to angel powers. Benjamin then draws his angel blade, but Lily draws two. Benjamin loses his blade and begins to chant in Enochian. The lights flicker, and we see three other angels “hear” Benjamin’s prayer: a woman, a man, and Castiel. When Benjamin finishes, Lily kills him with an angel blade.

In the Bunker’s war room, Dean examines the clippings Cas has been collecting in his effort to track down Kelly Kline. He and Sam discuss how it could be possible for Kelly to have disappeared without a trace. Sam asks about Mary, and Dean replies that she’s hunting on her own. Dean’s concerned, but Sam supports her decision. Sam then asks if he’s talked to Cas yet, since Dean had been giving him the silent treatment after Cas killed Billie to save them. Dean’s concerned about the “cosmic consequences” they may face as a result. Cas overhears them and reiterates that he did the right thing, and that he’ll deal with the consequences. He then announces he has to go. Sam asks why, and Cas tells them what he “heard.” He says that Benjamin had been “begging for help” and then just stopped. He needs to find out if Benjamin is still alive. Sam volunteers to go with Cas, and after prodding, Dean agrees to go too. He delivers another jibe at Cas about going along to stop him from making stupid decisions.

Dean and Cas continue the silent treatment in the car, and Sam tries to break the tension by asking Cas to tell them what they might be walking into. After Dean and Cas bicker again, Cas explains that Benjamin wouldn’t call out for help lightly. Benjamin was very protective of his vessel, and did his utmost to stay hidden from other angels for her safety. Dean nearly crashes the car while arguing with Cas, but Sam brings them back around to the urgent matter at hand. Dean is surprised that Benjamin is a woman, and Cas clarifies that Benjamin is an angel whose vessel is a woman, but also that she’s much more than his vessel. Cas describes her as “powerfully devout” and accepts Sam’s hesitant description of her as Benjamin’s “friend.”

While Sam, Dean, and Cas investigate the scene of her crime, Lily lies on a motel bed, chanting. Castiel sadly studies the burnt wingprints on the wall where Benjamin died while Sam and Dean interrogate the bartender. Cas tells the bartender to get out, and Dean more diplomatically ushers him away. Sam asks Cas if he’s alright, and Cas says no. As he returns, Dean spots the handle of an angel blade beneath one of the arcade games and hands it to Cas, who confirms it’s not Benjamin’s blade. He sees a vision of the woman with the eye patch, and she recognizes him. Castiel urgently tells Sam and Dean they all need to leave.

Castiel soon arranges a meeting with Ishim, his previous commander, at a diner. He plans to meet with him alone because Ishim dislikes humans, which has Dean both offended and worried. Castiel goes inside and sits with Ishim and Mirabel, the other two angels who’d heard Benjamin’s prayer. They are disdainful of Castiel, insulting him and blaming him for the angel fall and the loss of their wings, among other things. They tell him that the rest of the angels from their old flight have all been murdered in the last year. When Castiel asks why he wasn’t told, Mirabel says they didn’t think he’d care.

Outside, Dean paces angrily and Sam counts down to the moment he’ll “storm in.” Dean pushes into the diner booth beside Cas, and Sam does his best to squeeze in as well. Ishim is angry that Castiel didn’t come alone as requested, and sends Mirabel to check outside for others. Behind the restaurant, Mirabel is approached by Lily, who proceeds to kills her with an angel blade.

In the diner, Dean suggests they order pie, but Ishim ignores him, reminiscing about how Castiel used to be a warrior and an “angel’s angel,” saying he’s fallen so far now, having lost his wings and his home. Dean tells Ishim to go to Hell, but Cas steps in. Ishim refuses to talk further and suggests they all meet at his safe house instead. He leaves, delivering a few more insults on his way out. Dean asks why Cas let Ishim talk to him like that; Cas replies that they need Ishim’s help to stop his other friends from being killed, and pushes his way past Dean and out of the booth.

Outside, Ishim finds Mirabel’s body. While he’s crouched down beside her, Lily sneaks up on him and slashes his side with her angel blade. He fights her off and attempts to smite her. She glows golden for a moment but recovers quickly, telling him that she’s not powerless anymore. Castiel joins the fight, cutting her side with his blade, and he finally recognizes her. She fights him off just as Sam and Dean arrive, pointing guns at her. She tells them she doesn’t want to hurt any human, but asks them to let her finish what she started. Dean tells her no, and she raises one hand, emitting an excruciatingly bright light, temporarily blinding them long enough to make her escape.

At Ishim’s safe house, an abandoned church, Castiel asks Ishim how the woman is still alive, and Sam and Dean learn how the angels know her. Castiel reminds them that before the Apocalypse angels only visited Earth on extremely rare occasions. He describes his one such visit to Orono, Maine, in 1901, as a soldier under Ishim’s command. Outside a farmhouse, Ishim tells Castiel and the other angels that another angel had taken a human wife and fathered a Nephilim. Castiel, in a female vessel, asks Ishim if he’s sure, and they discuss the consequences of allowing a Nephilim to live and grow into its power, and conclude it can’t happen because “entire worlds die.”

Ishim’s flight converges on a house, where they are met by Akobel, the angel accused of fathering the Nephilim, and Lily Sunder. Ishim accuses Akobel of “taking up with a filthy animal,” but Akobel defends humanity, telling Ishim he knows why they’re there. He draws his angel blade and attempts to attack Ishim, but Akobel is subdued by Benjamin and Mirabel. Ishim asks Castiel to deliver Akobel’s sentence. Castiel accuses him of laying with a human and fathering a Nephilim. Shocked, Akobel begins to ask, “What?” when Ishim silences him with a hand around his throat. Castiel pronounces his sentence for breaking their “most sacred oath” -- death, where Mirabel delivers his punishment. Ishim soon enters the house alone to take care of the Nephilim. Outside, Castiel flinches as a woman and a young girl scream.

In the present, Sam and Dean sympathize with Cas, accepting that he believed he’d been doing the right thing, what was necessary. Ishim picks up the story, explaining that Lily Sunder was a professor who studied angels and spoke fluent Enochian. Ishim had let her live back then, and now she’s well over a hundred years old, yet physically unchanged. Ishim insists she must have made some kind of demonic pact in exchange for her power. Dean volunteers to find her, hoping to reason with her, since she wasn’t interested in harming humans. Cas tries to stop them, insisting Lily is dangerous. He intends to heal Ishim’s wound so the four of them could all be ready to fight her. Sam mentions that Lily was seeking revenge for the murder of her family, and Cas misunderstands, wondering if Sam thinks those angels deserved to die, or if he deserved to die. Dean tells him that’s not what Sam meant. Despite Sam and Dean’s protests, Cas insists that Lily won’t quit, and asks Sam if he would quit if he were in her position. Sam and Dean feel they have to try anyway. They leave Cas and Ishim to search for Lily.

Meanwhile, back in her room, Lily conjures up a bit of magic and heals the wound Ishim inflicted on her. At the church, Castiel heals Ishim’s similar wound, while Ishim explains that humans are dangerous to angels. Castiel denies that, saying his friendship with Sam and Dean has made him stronger. Healing Ishim’s wound, however, leaves Castiel drained and weakened. Sam and Dean find Lily’s hotel room and confront her in the hall, where they have an unusual standoff. They tell her they know what happened to her family, but Dean claims Cas as their family, saying they won’t let her hurt him. Sam attempts to explain Heaven’s rules about Nephilim, which completely confuses Lily, and she relates the true story of what brought the angels to her house that day. Studying angels had been her life’s work, and that’s why she summoned Ishim. Together, Ishim taught her the angels’ secrets and magic, and that he’d loved her. Lily accused him of being obsessed with her, but Ishim again insisted it was love, and that Lily had “thrown him away” in favor of Akobel. But Lily only called on Akobel for protection against Ishim. In exchange for breaking his heart, Ishim breaks Lily’s by killing her innocent, human daughter, May. Believing Lily’s story, Sam and Dean attempt to call Cas, who isn’t answering. Sam stays with Lily while Dean goes back to the church to make sure Cas is okay, now that they no longer trust Ishim.

Back at the church, Ishim is exercising, revitalized after Castiel healed him, while Castiel is still weary and drained, he is unable to find his phone, and Ishim mocks him for having lost it, saying he should take better care of his things. In Lily’s room, she talks to Sam about the loss of her daughter, how she patiently waited for over a century until the angels fell in order to get her revenge, using angelic magic powered by pieces of her own soul. She says Ishim has too much to lose to let the truth come out, and that he’ll kill Dean to protect himself.

At the church, Dean finds Cas still recovering from healing Ishim. He tells him the truth about Lily and her daughter. They confront Ishim, who asks Castiel who he believes-- his “brother,” or a “filthy ape.” Castiel demands the truth from Ishim, and a fight breaks out. Ishim tosses Dean across the room, where he draws an angel banishing sigil while Ishim attacks Castiel. Ishim tells Castiel he’s going to cure him of his “human weakness,” by cutting it out. He draws his blade to attack Dean, who threatens to banish him. Ishim reminds him he’d also banish Castiel, and in his weakened state, he might not survive it. Dean looks to Cas and drops his hand from the sigil. Lily and Sam arrive and she draws her angel blade and challenges Ishim. When he knocks her away, Sam and Dean both slash at him with angel blades while Lily recovers. Ishim tosses them aside, but Lily removes her eye patch and reveals a glowing golden eye beneath. She tells him she’ll never be powerless again and throws him across the room with magic. She tries to hold him against the wall, but he slowly presses forward anyway. Ishim raises his blade to stab Lily, but Castiel stabs him in the back.

Sam and Dean ask Lily what’s next for her now that Ishim is dead. Cas is the only angel left from Ishim’s flight, and Dean asks if she’s done with her revenge. Dean then tells her she’s done, but Castiel apologizes to Lily for his part in what happened to her and her family, and tells her that if she finds she can’t forgive him, he’ll be waiting.

Back at the Bunker, Sam, Dean, and Cas sit at the map table drinking. Dean tells Cas he’s not weak, as Ishim insisted. Sam points out that Cas has changed, but it’s for the better. Dean explains to Cas he hasn’t been mad about him breaking Billie’s deal, he’s worried. Cas still doesn’t regret what he did. They’re all concerned about what they’re going to do when they find Kelly, and the Nephilim.






Sam: Look, yes. Cas killed Billie, but he saved us. He saved Mom. How long are you gonna stay pissed?

Dean: I'm not pissed that he cares about us, you know. I'm-I'm grateful. But Billie said there would be 'cosmic consequences' if that deal got broken. You have any idea what that means?
Sam: No.

Dean: Neither do I. But I'm pretty sure it ain't jelly beans and g-strings.
Ishim: Now, Mirabel, some angels think of Castiel as a hero. After he left us, he had his own flight to command. Balthazar, Uriel. Great soldiers. Both dead now, of course. You had a hand in that, too. So is he a hero? Is he a spanner in the works? I don't know.

Castiel: I am not a hero. But sometimes doing the right thing requires sacrifices.

Ishim: True, but it just always seems that it's other angels sacrificing for your good deeds. Their wings, their lives.
Dean: Okay, yeah, look. I-I get that we need super dick there. But, I mean, come on.
Castiel: The angels I served with are being killed. So I will put up with Ishim. I will put with everything else, and so will you. I have to go.
Ishim: The way you let those simians talk to you... Castiel, when did you get so gooey? You know why we're meant to stay away from them humans? It's not because we're a danger to them. They're a danger to us. Case in point.
Castiel: Well, my friendship with Sam and Dean has made me stronger.
Sam: So what's the plan?

Dean: Well, we knock on her door and ask her nicely not kill any more angels.
Sam: And if she says no?

Dean: Then we burn that bridge when we come to it.
Lily: Every time I use one of their spells, a piece of my soul burns away. And once it's gone...
Sam: You won't feel anything anymore. You won't, uh, care about anything anymore. You won't be human anymore.
Lily: I used to dream about my daughter every night. Do you know what I dream about now? Nothing. You don't trust me. I understand. But when your brother confronts Ishim, the angel will kill him. Ishim's a big man in Heaven. He's got too much to lose if the truth comes out. And when your brother's dead, you won't stand in my way anymore. You'll help me. And for that, I can wait.
Castiel: I'm sorry. I was wrong. And, while it's true I didn't know we were killing an innocent, ignorance is no excuse. I truly can't imagine the depths of your loss. This was your child. I can't imagine the pain. So if you leave here and find that you can't forgive me, I'll be waiting.
Dean: What Ishim said... You're not weak, Cas. You know that, right?

Sam: I mean, obviously you've changed, but, it's all been for the better, man.
Dean: And you have been with us every step of this long, crazy thrill ride. And no matter how crazy it got, you never backed down.

Sam: And that takes real strength.
Dean: So what are we gonna do?
Castiel: Let's drink, and hope we can find a better way.

Trivia & References

Benjamin is seen playing the arcade game Rampage.
Lily Sunder's outfit may be a reference to the character Elle Driver from Kill Bill.
Sam: Yeah, I was looking at that earlier. Cas has been busy, huh?

Dean: Yeah, busy not finding Kelly Kline or her Rosemary's baby.

Rosemary's Baby is a 1967 horror novel, in which the young woman Rosemary suspects her neighbors of belonging to a satanic cult and wanting to steal her baby, which she doesn't know is the child of Satan.
Dean: Okay, hang on now. Uh, One-Eyed Willy back there wasn't trying to kill us. She was after you. So talk before she kicks in the damn door.
One-Eyed Willy is a pirate whose treasure a group of teenagers are on the hunt for in the 1985 adventure comedy film The Goonies.


Ian Tracey, who played Ishim, previously played Lee Chambers in 7.11 Adventures in Babysitting.
Tiara Sorensen, who played Mirabel, previously played Greed in 3.01 The Magnificent Seven.
Jessa Danielson, who played Castiel in 1901, previously played Faux Vampire's Victim in 6.05 Live Free or Twihard.
Nils Hognestad, who played Akobel, previously played Chris in 7.05 Shut Up, Dr. Phil.
The diner Castiel meets Ishim and Mirabel at is "The Wright Stop," which is named after episode director Thomas J. Wright. It may also be a reference to the Canadian family dining chain White Spot.
In 9.21 King of the Damned and 9.22 Stairway to Heaven, an angel named Benjamin is a part of Castiel's angelic army before deserting to Metatron's side. Despite having the same name, that Benjamin and the Benjamin killed by Lily Sunder do not appear to be the same angel.

Sides, Scripts & Transcripts